Company Formation in the Netherlands

Law & More supports entrepreneurs who set up a company in the Netherlands, from the choice of legal form to the articles of association and the shareholders' agreement. We advise Dutch and foreign founders, negotiate the arrangements between shareholders and act when those arrangements later lead to a dispute, in Dutch and English. The first step is a free introductory meeting in which we discuss the intended business, the founders and the structure.

Clients rate Law & More 9.6 out of 10 on Klantenvertellen, the Dutch review platform (81 reviews, as of October 2026).

What can we help you with?

• choosing between a BV, an NV, a branch or a holding structure;
• reviewing the draft articles of association before the civil-law notary executes the deed;
• drafting and negotiating a shareholders' agreement, including vesting, leaver provisions and deadlock;
• incorporating a Dutch BV as a non-resident founder or as a foreign parent company;
• share classes, transfer restrictions and the distribution test;
• the contracts the new company needs from day one, together with our contract lawyers;
• disputes between founders once the company is running; see shareholder disputes.

Which legal form fits your business?

Most businesses operate through a besloten vennootschap (BV), the private limited company, in which shareholders are in principle not personally liable for its debts. There is no statutory minimum share capital for a BV.

Article 2:175 of the Dutch Civil Code describes the BV as a company with registered shares, incorporated by notarial deed. The naamloze vennootschap (NV) is the public limited company, used where a wider circle of investors is anticipated; it carries heavier capital and governance requirements. A foreign company may instead register a branch, which has no separate legal personality: the foreign entity itself remains liable.

A common arrangement is for each founder to hold shares in the operating company through a personal holding BV. The operating company carries the commercial activity and its risk; the holding can hold reserves or intellectual property at a remove from that risk, which also makes a future sale easier to arrange. The fiscal consequences are a matter for your tax adviser. Our page on corporate law in the Netherlands sets out the wider framework.

How do you set up a Dutch BV step by step?

A civil-law notary executes the deed of incorporation, after which the company is entered in the trade register of the Chamber of Commerce (KVK) and the ultimate beneficial owners are filed. The preparation around that notarial act determines the lead time.

1. Decide on the legal form, the shareholders, their shareholdings and who will be director.
2. Check that the intended name conflicts with no existing trade name or trade mark.
3. Instruct a civil-law notary, who must identify the founders and the ultimate beneficial owners first.
4. Have the articles of association and the deed drafted, and review them against how the company will be governed.
5. Arrange the contribution on the shares and execute the deed, in person or under a power of attorney.
6. Register with the Chamber of Commerce and file the ultimate beneficial owners.
7. Put the internal documents in place: the shareholders' register, board resolutions and a shareholders' agreement.

The trade register records the name, the registered seat and business address, the objects, and the directors and how they may represent the company, jointly or individually. Third parties rely on it, so that authority should reflect what was agreed.

What belongs in the articles of association and the shareholders' agreement?

The articles (statuten) are public and contain the name, seat, objects, share capital and the rules on share transfers and decision-making. The shareholders' agreement records what the founders have actually agreed between themselves.

Two provisions in the articles deserve attention. Article 2:192 of the Dutch Civil Code allows obligations to be attached to shares, for instance an obligation to offer them in defined circumstances. Article 2:195 governs the transfer restrictions (blokkeringsregeling), which determine whether a shareholder must first offer shares to co-shareholders or obtain approval before selling. Once the company exists, Article 2:196 requires a notarial deed for every share transfer.

The shareholders' agreement covers the role each founder takes, decisions requiring qualified consent, what happens to shares when someone leaves, vesting, non-competition, how a deadlock is broken, dividends and how an exit is handled. Agreements negotiated at the start, while the relationship is good, are the ones that hold.

The capital structure can be designed around what the company needs. Shares may be divided into classes, including shares without voting rights or without entitlement to profits, so that control and economic entitlement can be separated. Under Article 2:216 the management board must withhold approval of a distribution where it foresees that the company will then be unable to continue paying its due debts. Directors who approve such a distribution expose themselves personally, a recurring theme in directors' liability under Dutch law.

What do foreign founders need for the UBO register and the notary?

A BV can be incorporated by founders living abroad, and no director needs to be resident in the Netherlands, although the company does need a genuine business address. The notary identifies the founders and the ultimate beneficial owner under the Dutch anti-money laundering legislation (Wwft).

The ultimate beneficial owner is the natural person holding a substantial interest in the company or exercising control over it. Where no such person can be identified, the senior managing officials are filed in the UBO register. The notary will normally ask for a valid passport, proof of residential address and information on the background of the funds contributed. Where the shareholder is a foreign company, its register extract, constitutional documents and the ownership chain are also needed, and documents from abroad may require legalisation or an apostille.

The management board keeps the shareholders' register, recording who holds the shares and what has been paid up on them. Article 2:10 obliges the board to keep proper accounts, and Article 2:394 requires the annual accounts to be filed for publication.

How does working with Law & More work?

1. Introductory meeting: we discuss the business, the founders and the intended structure, free of charge.
2. Advice and cost estimate: we advise on the legal form and the shareholder arrangements and agree the expected effort with you.
3. Drafting and negotiation: we review the articles, draft the shareholders' agreement and negotiate it between the founders or with investors.
4. Completion: we coordinate with the notary you appoint until the deed is executed and the internal documents are signed.

Incorporation is a notarial act: the notary drafts and executes the deed and arranges the first registration. We do not execute the deed. For corporate income tax or cross-border planning we refer you to your own tax adviser.

What does setting up a Dutch company cost?

The introductory meeting is free of charge. After that we work on an hourly basis, and we agree the rate and the expected effort with you in advance.

• Lawyer: 250 to 350 euros per hour, excluding VAT.
• Partner: 300 to 400 euros per hour, excluding VAT.
• One-off advice meeting without further assistance: 300 euros including VAT.

Law & More does not work on legal aid (toevoeging). Legal aid exists through the Legal Aid Board (Raad voor Rechtsbijstand), but we do not work on that basis. The notary, the Chamber of Commerce and any legalisation of foreign documents are charged separately.

Who handles your case?

Your case is handled by Tom Meevis and Ruby van Kersbergen. You can read more about their background on our team page.

Which related services may be relevant?

Your question may touch on other areas as well. These pages explain how we can help.

• Business acquisitions
• International business lawyer
• Contract lawyer

Frequently asked questions

Do I have to travel to the Netherlands to incorporate a BV?

No. Founders who cannot attend can grant a written power of attorney, usually with a legalised signature. The identification requirements still apply in full, so the notary will ask for passports, proof of address and information on the funds contributed. Documents from abroad may need legalisation or an apostille.

Is there a minimum share capital for a Dutch BV?

No. Article 2:175 of the Dutch Civil Code imposes no minimum capital, although the company should be funded adequately for what it intends to do. Distributions to shareholders remain subject to the test in Article 2:216: the board must withhold approval if the company would then be unable to pay its due debts.

Can a foreign company hold the shares in a Dutch BV?

Yes, and it can also act as director. Additional documentation on that entity and the persons behind it is required for the identification and UBO checks, such as a register extract, constitutional documents and the ownership chain up to the natural persons who control it.

If the articles already cover share transfers, do we still need a shareholders' agreement?

In most cases yes. Vesting, leaver provisions, remuneration, deadlock and dividend policy belong in an agreement between the parties themselves. Where nothing was recorded, differences over strategy, remuneration or a departure escalate quickly and are harder to resolve.

Who is registered as the ultimate beneficial owner?

The natural person who ultimately holds a substantial interest in the company or otherwise controls it. Where no such person can be identified, the senior managing officials are registered instead. The notary checks this before executing the deed.

In doubt about your position? Tell us about your situation. We will let you know within one working day what your options are. Use our contact form, call +31 40 369 06 80 or e-mail info@lawandmore.nl.

Law & More, Marconilaan 13, 5612 HM Eindhoven (+31 40 369 06 80) and visiting location Pietersbergweg 291, 1105 BM Amsterdam (+31 20 369 71 21). Available Monday to Friday 08:00-22:00, Saturday and Sunday 09:00-17:00.

This page provides general information and does not replace advice on your specific situation.